Bally's Corp

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Bally’s Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Bally's Corporation and subsidiaries (the

“Company”) as of December 31, 2025 (successor) and 2024 (predecessor), the related consolidated statements of

comprehensive loss, stockholders’ equity (deficit), and cash flows for the periods from February 8, 2025 to

December 31, 2025 (successor), from January 1, 2025 to February 7, 2025 (predecessor), and for the year ended

December 31, 2024 (predecessor), and the related notes (collectively referred to as the “financial statements”). In our

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2025 (successor) and 2024 (predecessor), and the results of its operations and its cash flows for the

periods from February 8, 2025 to December 31, 2025 (successor), from January 1, 2025 to February 7, 2025

(predecessor), and for the year ended December 31, 2024 (predecessor), in conformity with accounting principles

generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025 (successor),

based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission and our report dated March 23, 2026, expressed an adverse

opinion on the Company's internal control over financial reporting because of a material weakness.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an

opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of

material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the financial statements. Our audits also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below are matters arising from the current-period audit of the financial

statements that were communicated or required to be communicated to the audit committee and that (1) relates to

accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,

providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill – International Interactive Reporting Unit – Refer to Notes 2 and 10 to the financial statements

The Company’s goodwill is tested annually for impairment, or more frequently if indicators of impairment exist, by

comparing the fair value of the respective reporting units to their carrying value. The Company determines the fair

value of its reporting units in consideration of the income-based and market-based approaches. The key inputs in

determining the fair value of the International Interactive reporting unit include expected cash flows and projected

financial results, including forecasted revenues (collectively the “International Interactive forecasts”), the selection

of the discount rate, and market multiples. As of December 31, 2025, the value of the International Interactive

reporting unit goodwill is$1.5 billion.

The Company’s fair value determination of its International Interactive reporting unit required management to make

significant estimates and assumptions of International Interactive forecasts, discount rates, and market multiples.

Therefore, performing audit procedures to evaluate the reasonableness of these estimates and assumptions involved

a high degree of auditor judgment and increased extent of effort, including the need to involve our fair value

specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the International Interactive forecasts, discount rates, and market multiples used by

management to estimate the fair value of the International Interactive reporting unit included the following, among

others:

•We tested the effectiveness of controls over determining the fair value of the Company’s International

Interactive reporting unit, including controls over the International Interactive forecasts and the selection of

discount rates and market multiples.

•We evaluated management’s ability to accurately project the International Interactive forecasts by

performing a retrospective review of actual results to management’s historical forecasts.

•We evaluated the reasonableness of management’s projected International Interactive forecasts by:

◦Comparing the International Interactive forecasts to information included in the Company’s

communications to the Board of Directors, industry reports, and analyst reports for the Company

and certain of its peer companies;

◦Comparing the International Interactive forecasts to historical financial results;

◦Evaluating the impact of changes in the regulatory environment on management’s forecasts;

◦Conducting inquiries with management; and

◦Evaluating whether the International Interactive forecasts were consistent with evidence obtained

in other areas of the audit.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the International

Interactive discount rate and market multiples by:

◦Testing the inputs underlying the determination of the discount rate and testing the mathematical

accuracy of the calculation;

◦Developing a range of independent estimates and comparing those to the discount rate selected by

management;

◦Testing the source information underlying the determination of the market multiples; and

◦Developing a range of independent estimates and comparing those to the market multiples selected

by management.

Business Combination – Merger – Refer to Notes 1, 2, and 7 to the financial statements

On February 7, 2025, the Company completed the Merger with SG Parent LLC, (“Parent”), The Queen Casino &

Entertainment, Inc., (“Queen”), and as a result of the transactions, at closing, Parent and its affiliates beneficially

owned 73.8% of the issued and outstanding Company common stock.

The Merger between the Company and Queen was accounted for as a transaction between entities under common

control in accordance with ASC Topic 805, Business Combinations (“ASC 805”), in which the accounting acquirer

(Parent and its affiliates) obtained control of the Company. The Company has elected to push down its Parent’s basis

in its net assets into its financial statements, and as a result, the net assets of the Predecessor were measured and

recognized at their fair values as of the acquisition date and were combined with those of Queen at Queen’s

historical carrying amounts and are presented on a combined basis.

The fair value of the Merger consideration was $955.6 million which was allocated to the assets acquired and

liabilities assumed based on their respective fair values, including the fair value of the operating segments and

reporting units, gaming licenses, customer relationships, developed technology, trade names and Intellectual

property license.

The fair value determination of these intangible assets requires management to make significant estimates and

assumptions related to expected cash flows and projected financial results, including forecasted revenues

(collectively the “Merger forecasts”), and the selection of the discount rate. Changes to these assumptions could

result in a significant impact on the recognition of the acquired gaming licenses, customer relationships, developed

technology, trade name and intellectual property license intangible assets, and the determination of goodwill.

Therefore, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree

of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Business Combination – Intralot S.A. – Refer to Notes 1 and 7 to the financial statements

On October 8, 2025, Intralot S.A. (“Intralot”) completed the acquisition of the Company’s issued and outstanding

capital stock of Bally’s Holdings Limited, (“Bally’s International Interactive”) and combined it with Intralot’s global

lottery and gaming operations (the “Intralot Transaction”).

The Intralot Transaction consideration comprised of €1.530 billion ($1.8 billion)cash paid by Intralot, and 873.7

million newly issued Intralot shares to the Company. Following the Intralot Transaction, the Company became the

majority shareholder of Intralot with an aggregate 57.9% interest. As the Company obtained a controlling financial

interest in Intralot as a result of the Intralot Transaction, the Company is deemed the accounting acquirer of Intralot

for purposes of financial reporting. Accordingly, the Intralot Transaction will be accounted for as a business

combination under ASC 805.

The consideration for the purchase accounting is approximately $1.60 billion, consisting of (i) the fair value of the

Intralot shares issued to the Company on the closing date, and (ii) the fair value of Bally’s previously held equity

interest in Intralot. The remaining 42.1% of Intralot’s equity interests held by third parties will be reflected as a

noncontrolling interest of the Company in the equity section of its consolidated balance sheet in accordance with

ASC 805. The preliminary fair value of the noncontrolling interest on the closing date was $1.1 billion, based on

Intralot’s share price on the closing date and the control premium.

The fair value of consideration was allocated to the assets acquired and liabilities assumed based on their respective

fair values, including the fair value of the synergies, developed technology, trade names, backlog, and customer

relationship.

The fair value determination of these intangible assets requires management to make significant estimates and

assumptions related to expected cash flows and projected financial results, including forecasted revenues

(collectively the “Intralot forecasts”), and the selection of the discount rate. Changes to these assumptions could

result in a significant impact on the recognition of the acquired developed technology, trade names, backlog and

customer relationship intangible assets and the determination of goodwill. Therefore, performing audit procedures to

evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent

of effort, including the need to involve our fair value specialists.

How the Critical Audit Matters Were Addressed in the Audit

Our audit procedures related to the Merger forecasts and Intralot forecasts (collectively forecasts”) and the selection

of the discount rates used by management to determine the fair value of the acquired intangible assets and the

assigned goodwill included the following, among others:

•We tested the effectiveness of controls over the valuation of the operating segments, reporting units, and

intangible assets, including management’s controls over the forecasts and the selection of the discount rate

used.

•We evaluated the assumptions and estimates included in the forecasts by:

◦Comparing the forecasts to information included in the Company’s communications to the Board

of Directors, industry reports, and analyst reports for the Company and certain of its peer

companies;

◦Comparing the forecasts to historical financial results;

◦Conducting inquiries with management; and

◦Evaluating whether the forecasts were consistent with evidence obtained in other areas of the

audit.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by:

◦Testing the inputs underlying the determination of the discount rate and testing the mathematical

accuracy of the calculation.

◦Developing a range of independent estimates and comparing those to the discount rate selected by

management.

New York, New York

March 23, 2026

We have served as the Company’s auditor since 2015.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)